GENERAL MOTORS (GM)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GENERAL MOTORS · Meeting: June 2, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Annual Election of Directors
GM's 3-year stock return of 141% outperforms the company-disclosed peer group median by +90.1 percentage points, well above the 65pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns apply to this executive director.
GM's strong outperformance versus peers (3-year gap of +90.1pp) does not trigger the TSR underperformance test; Ms. Russo serves on three public company boards (GM, Hewlett Packard Enterprise, KKR, and Merck), which is four total including GM — this warrants a flag for potential overboarding review, but her GM role as Independent Lead Director is non-executive, and the policy threshold is four or more public company boards for a non-executive director; with GM counted she holds four seats, exactly at the threshold but not exceeding it, so no automatic against vote is triggered.
No TSR underperformance trigger fires given GM's +90.1pp outperformance of its peer group median over three years; Mr. Bush serves on two other public company boards (Dow Inc. and GE Aerospace), well within the four-board limit, and has strong relevant financial and manufacturing expertise.
No TSR underperformance concern; Ms. Crevoiserat joined in 2022 and serves on one other public company board (Tapestry), well within limits, and brings relevant CFO-level financial expertise to the Audit Committee.
No TSR underperformance trigger; Mr. Jimenez serves on one other public company board (Procter & Gamble) and brings extensive CEO and finance experience relevant to his Finance Committee chair role.
Mr. Kelly joined in 2024, making him exempt from the TSR trigger under the 24-month new-director exemption; he serves on no other current public company boards and brings strong financial and technology expertise.
No TSR underperformance concern; Mr. McNeill joined in 2022, serves on one other public company board (Lululemon), and brings directly relevant EV and technology expertise.
No TSR underperformance trigger fires; Ms. Miscik serves on two other public company boards (Morgan Stanley and HP Inc.), within the four-board limit, and brings unique geopolitical and risk management expertise.
No TSR underperformance concern; Mr. Tatum serves on no other public company boards and brings relevant marketing and operations expertise to the Audit and Governance Committees.
Ms. Tighe joined in 2023, which is within the 24-month new-director exemption window for the TSR trigger; she serves on two other public company boards (Goldman Sachs and Huntsman) and brings critical cybersecurity expertise.
No TSR underperformance trigger fires; Mr. Wenig has served since 2018, serves on no other public company boards, and brings relevant software and technology expertise as Compensation Committee Chair.
All 11 director nominees receive a FOR vote. GM's 3-year stock return of 141% outperforms the company-disclosed peer group median by +90.1 percentage points — well above the 65pp underperformance threshold that would be required to trigger against votes for directors with strong positive absolute returns. No director exceeds the four-board overboarding limit, no independence concerns or attendance issues are disclosed, and the board skills matrix demonstrates broad and relevant expertise across the nominee slate.
Say on Pay
✓ FORCEO
Mary T. Barra
Total Comp
$29,895,868
Prior Support
90%+%
CEO Mary Barra's total reported compensation of approximately $29.9 million is within a reasonable range for the CEO of a large-cap U.S. industrial company with $185 billion in revenue and a market cap of $75 billion, and the prior Say on Pay vote received over 90% shareholder support indicating broad investor satisfaction with the program. The pay mix is heavily weighted toward variable, performance-based compensation — approximately 77% of target total compensation for the CEO is in long-term equity (75% performance stock awards, 25% time-vested stock awards), well above the 50-60% threshold required by policy. Pay-for-performance alignment is strong: GM's 3-year stock return of 141% significantly outperformed peers, the 2023-2025 performance stock awards paid out at 162% of target reflecting genuine outperformance on EBIT margin and relative total shareholder return metrics, and the company maintains a meaningful clawback policy covering both short- and long-term incentives.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$27,000,000
Non-Audit Fees
$5,000,000
EY has served as GM's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $4M plus tax fees of $1M, totaling $5M) represent approximately 19% of core audit fees of $27M, comfortably below the 50% threshold; EY is a Big 4 firm fully appropriate for a company of GM's size and complexity; and no material financial restatements are disclosed.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 6
Shareholder Proposal Regarding Separation of Chair and CEO Roles
The National Legal and Policy Center is a well-documented conservative advocacy organization whose proxy proposals serve political and ideological goals rather than neutral fiduciary interests — under the voting policy, ideological filers from either direction are disqualified from support regardless of how the proposal is framed. Even setting aside filer identity, the underlying governance question (whether to separate the Chair and CEO roles) does not automatically warrant shareholder intervention when the company already maintains a strong Independent Lead Director with clearly defined oversight duties, all board committees other than the Executive Committee are fully independent, and GM's stock has significantly outperformed its peers over the past three years. Shareholders who independently support Chair/CEO separation as a governance matter should note that no prior-year vote data is available to indicate this is a pressing shareholder concern at GM.
Proposal 7
Shareholder Proposal Requesting a Report on Human Rights Standards for Indigenous Peoples
The Sisters of St. Joseph of Peace is a faith-based advocacy organization that files proposals primarily to advance progressive social and human rights policy goals rather than as a neutral fiduciary investor — under the voting policy, ideological filers from either direction are disqualified from support regardless of how the proposal is framed. The proposal is dressed in the language of financial risk management (supply chain exposure, project delays, reputational risk) but its core purpose is to press GM on indigenous rights policy aligned with specific advocacy frameworks, which is a characteristic of ideologically motivated filings. Even on the merits, GM already discloses commitments under UNDRIP and ILO 169, maintains a human rights due diligence process, and includes FPIC principles in supplier contracts, so the marginal disclosure value of a standalone report is limited; shareholders who independently view indigenous rights supply chain exposure as a material financial risk should note the absence of prior-year vote data indicating this has previously gained meaningful shareholder support.
Overall Assessment
GM's 2026 annual meeting ballot presents a clean governance picture: the full director slate earns FOR votes on the strength of GM's exceptional 141% three-year stock return that outperforms peers by over 90 percentage points, auditor EY passes all independence and fee tests with 9 years of tenure and only 19% non-audit fees, and the Say on Pay program earns support given strong pay-for-performance alignment, over 90% prior-year shareholder approval, and a heavily variable pay structure. Both stockholder proposals are voted AGAINST because they are submitted by ideological filers — one conservative and one progressive — whose proposals serve advocacy rather than neutral fiduciary goals under this policy's symmetrical treatment of ideological motivation.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing